Featuring – Pharrell*, T.I.Instruments – Pharrell WilliamsMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettProducer – Pharrell*Recorded By [Assistant] – Todd Hurt*Recorded By, Edited By [Digitally], Arranged By – Andrew Coleman Written-By – Pharrell Williams, Robin Thicke

Co-producer – Jerome "JRoc" Harmon*Engineer [Assistant] – Julian VasquezMastered By – Chris GehringerProducer – TimbalandRecorded By [Robin] – Denis CaribauxRecorded By, Mixed By – Chris Godbey, Demacio 'Demo' Castellon*Written-By – C. Godbey*, J.Luttrell*, J.Harmon*, Robin Thicke, T.Clayton*, T.Mosley*

Arranged By [Strings] – Robin Thicke, Suzie Katyama*Conductor [Strings] – Suzie KatayamaDrums, Percussion – ProJay*Engineer – Bill MalinaGuitar, Bass – Joe AugelloKeyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeWritten-By – Joe Augello, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeLead Guitar, Bass Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettNoises [Baby] – Julian Fuego ThickeProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By – Alan Thicke, Joe Augello, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeLead Guitar, Bass Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By – Max , ProJay*, Robin Thicke

Coordinator [Production] – Irene RichterEngineer – Clint Gibbs, Derek "MixedByAli" Ali*, Padraic "Padlock" Kerin*Engineer [Assistant] – Dustin Capulong, Rachael FindlenEngineer [Mix] – John HanesFeaturing – Kendrick LamarMixed By – Serban GheneaProducer [Vocal] – Will.I.Am*Producer, Instruments, Programmed By – Cirkut*, Dr. LukeRecorded By [Kendrick Lamar] – Derek "MixedByAli" Ali*Vocals – Kendrick Lamar, Robin ThickeWritten-By – Henry Walter, Kendrick Lamar Duckworth*, Lukasz Gottwald, Robin Thicke, William Adams*

Backing Vocals, Mixed By – Robin ThickeMastered By – Chris GehringerProducer – Will.I.Am*Recorded By – Gelly KusumaWritten-By – Robin Thicke, Will.I.Am*

Conductor [Strings] – Suzie KatayamaDrums, Bass, Arranged By [Strings] – ProJay*Engineer – Bill MalinaGuitar – Bobby Keyes*Keyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettWritten-By, Producer – ProJay*, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Lead Guitar, Bass Guitar, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By, Producer – ProJay*, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesArranged By [Strings] – Robin Thicke, Suzie KatayamaConductor [Strings] – Suzie KatayamaDrums, Percussion, Bass – ProJay*Engineer – Bill MalinaLead Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Brandon Phillips*Written-By, Keyboards, Backing Vocals – Robin Thicke